<PAGE>

                                                                     Exhibit 4.2



                             TRINTECH GROUP LIMITED
                            SHARE OPTION 1997 SCHEME








Established by a resolution of the Board of the Company on 28th May, 1997, and
as amended from time to time by resolutions of the Board of Directors and
Ordinary resolutions of the company.




                                 A & L Goodbody,
                               1 Earlsfort Centre,
                                  Hatch Street,
                                    Dublin 2.

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>          <C>                                                            <C>
CLAUSE 1.    INTRODUCTION                                                      1

CLAUSE 2.    ADMINISTRATION
     2.1     Committee Composition                                             2
     2.2     Committee Responsibilities                                        2
     2.3     Notices                                                           3
     2.4     Construction                                                      4

CLAUSE 3.    SHARES AVAILABLE FOR GRANTS
     3.1     Basic Limitation                                                  4
     3.2     Additional Shares                                                 5
     3.3     Individual Limits                                                 5

CLAUSE 4.    ELIGIBILITY
     4.1     General Rules                                                     6
     4.2     Ten-Percent Shareholders                                          6

CLAUSE 5     OPTIONS
     5.1     Share Option Agreement                                            6
     5.2     Waiver of an Option                                               7
     5.3     Awards Nontransferable                                            7
     5.4     Number of Shares                                                  7
     5.5     Exercise Price                                                    7
     5.6     Exercisability and Term                                           8
     5.7     Modification or Exchange of Options                               8
     5.8     Loss of Quotation                                                 9
     5.9     Liquidation                                                       9

CLAUSE 6.    PAYMENT FOR OPTION SHARES
     6.1     General Rule                                                     10
     6.2     Exercise Sale                                                    10
     6.3     Other Forms of Payment                                           10

CLAUSE 7.    ADJUSTMENT OF SHARES
     7.1     Adjustments                                                      10
     7.2     Reorganization:  Committee                                       11
     7.3     Reorganization                                                   13
     7.4     Offer for Shares where no agreed                                 14

CLAUSE 8.    LIMITATION OF RIGHTS
</TABLE>

<PAGE>

<TABLE>
<S>          <C>                                                            <C>
     8.1     Retention Rights                                                 14
     8.2     Shareholders' Rights                                             14
     8.3     Regulatory Requirements                                          15

CLAUSE 9.    WITHHOLDING TAXES                                                15

CLAUSE 10.   FUTURE OF THE SCHEME
     10.1    Term of the Scheme                                               15
     10.2    Amendment or Termination                                         16

CLAUSE 11.   DEFINITIONS                                                      17
</TABLE>

<PAGE>

                 TRINTECH GROUP LIMITED SHARE OPTION 1997 SCHEME
                 -----------------------------------------------

1.         INTRODUCTION
           ------------

The Scheme is established pursuant to a resolution of the Board on 28th May,
1997 but shall be subject to approval by the Company's shareholders within
twelve months after such date. The purpose of the Scheme is to establish an
employees' share scheme within the meaning of Section 2 of the Companies
(Amendment) Act 1983 as a long-term incentive scheme to promote the long-term
success of the Company and the creation of stockholder value by (a) encouraging
Key Employees to focus on critical long-range objectives, (b) encouraging the
attraction and retention of Key Employees with exceptional qualifications and
(c) linking Key Employees directly to stockholder interests through increased
stock ownership. The Scheme seeks to achieve this purpose by providing for
Awards in the form of Options. The Board may in respect of Key Employees
primarily liable to taxation outside the Republic of Ireland on their
remuneration alter the provisions of the Scheme and of Awards for them to take
account of overseas taxation or securities laws as set out in Clause 10.2.

The Scheme shall be governed by, and construed in accordance with, the laws of
Ireland. In the event of any dispute in connection with the Scheme or a Share
Option Agreement Participants under the Scheme shall submit to the non-exclusive
jurisdiction of the Irish Courts.

<PAGE>

2          ADMINISTRATION
           --------------

2.1        Committee Composition
           ---------------------

(i)        Multiple Administrative Bodies The Scheme may be administered by
           ------------------------------
           different Committees with respect to different groups of
           Participants.

(ii)       Section 162(m) To the extent that the Committee determines it to be
           --------------
           desirable to qualify Options granted hereunder to US Participants as
           "performance-based compensation" within the meaning of Section 162(m)
           of the Code, the Scheme shall, in respect of such US Participants, be
           administered by a Committee of two or more "outside directors" within
           the meaning of Section 162(m) of the Code.

(iii)      Rule 16b-3 To the extent desirable to qualify transactions hereunder
           ----------
           as exempt under Rule 16b-3 of the Exchange Act ("the Rule 16b-3"),
           the transactions contemplated hereunder shall be structured to
           satisfy the requirements for exemption under Rule 16b-3.

(v)        Other Administration Other than as provided above, the Scheme shall
           --------------------
           be administered by a Committee, which committee shall be constituted
           to satisfy all applicable laws, rules and regulations.

<PAGE>

2.2        Committee Responsibilities. The Committee shall (a) nominate the Key
           --------------------------
           Employees who are to receive Awards under the Scheme, (b) determine
           the type, number, vesting requirements and other conditions of such
           Awards, (c) interpret the Scheme and Share Option Agreements made
           thereunder and (d) make all other decisions relating to the operation
           of the Scheme. The Committee may adopt such rules or guidelines as it
           deems appropriate to implement the Scheme. The Committee's
           determination under the Scheme shall be final and binding on all
           persons.

2.3        Notices
           -------

           (A)    To Employees and Participants. Save as otherwise provided
                  -----------------------------
                  herein, any notice or communication to be given by the Company
                  to any Participant may be given by personal delivery or by
                  sending it by ordinary post to his last known address and
                  where a notice or communication is sent by post it shall be
                  deemed to have been received 72 hours after it was put into
                  the post properly addressed and stamped. All notifications,
                  documents, Option or share certificates and other
                  communications sent by post as aforesaid will be sent at the
                  risk of the Participant concerned and neither the Company nor
                  any of its Subsidiaries shall have any liability whatsoever to
                  any Participant in respect of any

<PAGE>

                  notification, document, Option or share certificate or other
                  communication so given, sent or made and nor shall the Company
                  or any of its Subsidiaries be concerned to see that any
                  Participant actually receives it.

           (B)    To the Company. Save as otherwise herein provided any notice
                  --------------
                  or communication given by a Participant to the Company shall
                  be delivered or sent to the Company at its registered office
                  (or at such other place or places as the Committee may from
                  time to time determine and notify to Participants) and be
                  effective upon receipt.

2.4        Construction
           ------------

           (A)    In this Scheme where the context so admits

                  (i)    words importing the masculine gender shall include the
                         feminine,

                  (ii)   words importing the singular shall include the plural
                         and vice versa,

                  (iii)  any reference to any statute (or a particular chapter
                         part or section thereof) shall include any
                         corresponding previous enactment and subsequent
                         statutory modification or re-enactment thereof and any
                         regulations made thereunder.

<PAGE>

           (B)  The headings contained in this Scheme are for reference purposes
                only and do not affect its meaning or construction.

3          SHARES AVAILABLE FOR GRANTS
           ---------------------------

3.1        Basic Limitation. The Company shall keep available sufficient
           ----------------
           authorised but unissued Shares to meet in full the exercise of
           Options. The aggregate number of Shares over which Options may be
           awarded under the Scheme shall not exceed 6,000,000. The 6,000,000
           Shares shall be reduced by the number of Shares authorised for
           issuance under the Trintech Group Limited Directors and Consultants
           Share Option Scheme, the 1999 Employee Savings Related Share Option
           Scheme and the 1999 Employee Share Purchase Plan. The limitation of
           this Clause 3.1 shall be subject to adjustment pursuant to Clause
           7.1.

3.2        Additional Shares. If any Options are cancelled, forfeited or if any
           -----------------
           Options terminate or lapse for any other reason before being
           exercised, then the Shares in respect of which such Options relate
           shall again become available for Awards under the Scheme. For this
           purpose, if the exercise price of an Option is reduced, the
           transaction will be treated as a cancellation of the Option and the
           grant of a new Option.

3.3        Individual Limits.  The following limitations
           -----------------

<PAGE>

           shall apply to grants of Options:

(i)        No Participant shall be granted, in any fiscal year of the Company,
           Options to purchase more than 500,000 Shares.

(ii)       In connection with his or her initial service, a Participant may be
           granted Options to purchase up to an additional 500,000 Shares which
           shall not count against the limit set forth in subsection (i) above.

(iii)      The foregoing limitations shall be adjusted proportionally in
           connection with any change in the Company's capitalization as
           described in Section 7.1.

4          ELIGIBILITY
           -----------

4.1        General Rules. Only Key Employees shall be eligible for designation
           -------------
           as Participants by the Committee. No person shall be entitled as of
           right to participate. In addition, only US Participants may be
           granted ISOs.

4.2        Ten-Percent Shareholders. A Key Employee who owns more than 10% of
           ------------------------
           the total combined voting power of all classes of outstanding stock
           of the Company or any of its Subsidiaries shall not be eligible for
           the grant of an ISO unless the requirements set forth in section
           422(c)(5) of the Code are satisfied.

<PAGE>

5          OPTIONS.
           -------

5.1        Share Option Agreement. Each grant of an Option under the Scheme
           ----------------------
           shall be evidenced by a Share Option Agreement between the
           Participant and made under the Common Seal of the Company on the Date
           of Grant. The Share Option Agreement for US Participants shall
           specify whether the Option is an ISO or an NSO. The provisions of the
           various Share Option Agreements entered into under the Scheme need
           not be identical. Options awarded shall be subject to all applicable
           terms of the Scheme and may be subject to any other terms that are
           not inconsistent with the Scheme.

5.2        Waiver of an Option. A Participant may by notice in writing under his
           -------------------
           Seal given within thirty days of the Date of Grant of an Option,
           disclaim in whole or in part his rights under that Option in which
           case the Option shall for all purposes be deemed never to have been
           granted.

5.3        Awards Nontransferable. No Option granted under the Scheme shall be
           ----------------------
           transferable by the Participant other than by will, or by the laws of
           intestate succession. An Option may be exercised during the lifetime
           of the Participant only by the Participant or by his or her legal
           representative. No Option or interest therein may be transferred,
           assigned, pledged or hypothecated by the Participant

<PAGE>

           during his or her lifetime (or his legal personal representative
           after his death), whether by operation of law or otherwise, or be
           made subject to execution, attachment or similar process.

5.4        Number of Shares. Each Share Option Agreement shall specify the
           ----------------
           number of Shares over which an Option may be granted and shall
           provide for the adjustment of such number in accordance with Clause
           7.1.

5.5        Exercise Price. Each Share Option Agreement shall specify the
           --------------
           Exercise Price. The Exercise Price under an ISO shall not be less
           than 100% of the Market Value of a Share on the day preceding the
           Date of Grant, and the Exercise Price under an NSO shall not be less
           than the par value of a Share. Notwithstanding the foregoing, Options
           may be granted with a per share exercise price of less than 100% of
           the Market Value of a Share on the date of grant pursuant to a merger
           or other corporate transaction.

5.6        Exercisability and Term. Each Share Option Agreement shall specify
           -----------------------
           the date when all or any instalment of the Option is to become
           exercisable. The Share Option Agreement shall also specify the term
           of the Option; provided that the term of an ISO shall in no event
           exceed 10 years from the date of grant. A Share Option Agreement may
           provide for accelerated exercisability in the event of the

<PAGE>

           Participant's death, disability or retirement or other events and may
           provide for expiration prior to the end of its term in the event of
           the termination of the Participant's service.

5.7        Modification or Exchange of Options. Within the limitations of the
           -----------------------------------
           Scheme, the Committee may modify, or extend outstanding Options or
           may accept the cancellation of outstanding options in return for the
           grant of new Options for the same or a different number of Shares and
           at the same or a different Exercise Price. The foregoing
           notwithstanding, no modification of an Option shall, without the
           consent of the Participant alter or impair his or her rights or
           obligations under such Option.

5.8        Loss of Quotation
           -----------------
           In the event of the Shares being no longer quoted on any stock
           exchange or quotation system the Board shall have discretion to
           terminate all unexercised options and participants holding said
           options shall be entitled to such compensation, if any, of whatever
           amount or value and consisting of

           (i)   payment in cash; or
           (ii)  any other assets or rights;

<PAGE>

           as the Board shall at its absolute discretion determine."


5.9        Liquidation. In the event of the Company going into liquidation
           -----------
           (other than for the purpose of merger or re-organisation under
           Clauses 7.2 and 7.3), unless the Committee otherwise determines in
           advance of the liquidation all Options shall cease to be exercisable
           and (save to the extent, if at all, that the Committee may prior to
           such liquidation at their absolute and uncontrolled discretion
           determine) Participants shall not be entitled to damages or other
           compensation of any kind.

6          PAYMENT FOR OPTION SHARES
           -------------------------

6.1        General Rule. The entire Exercise Price of Shares issued upon
           ------------
           exercise of Options shall be payable in cash at the time when such
           Shares are purchased, except that the Share Option Agreement may
           specify that payment may be made in any form(s) described in this
           Clause 6.

6.2        Exercise Sale. To the extent that this Clause 6.2 is applicable,
           -------------
           payment may be made by delivery (on a form prescribed by the Company)
           of an irrevocable direction to a securities broker approved by the
           Company to sell Shares

<PAGE>

           and to deliver all or part of the sales proceeds to the Company in
           payment of all or part of the Exercise Price and any withholding
           taxes.

     6.3   Other Forms of Payment. To the extent that this Clause 6.3 is
           ----------------------
           applicable, payment may be made in any other form that is consistent
           with applicable laws, regulations and rules.

     7     ADJUSTMENT OF SHARES
           --------------------

     7.1   Adjustments. In the event of a subdivision of the outstanding Shares,
           -----------
           bonus or scrip issue, a declaration of a dividend payable in a form
           other than Shares in an amount that has a material effect on the
           price of Shares, a combination or consolidation of the issued Shares
           (by reclassification or otherwise) into a lesser number of Shares, a
           recapitalisation, a sale of all or a substantial part of the business
           of the Company, spin-off or a similar occurrence, the Committee may
           make appropriate adjustments in one or more of (a) the number of
           Shares for which Options may be available for future Awards under
           Clause 3, (b) the number of Shares covered by each outstanding Option
           or (c) the Exercise Price under each outstanding Option. Except as
           provided in this Clause 7.1, a Participant shall have no rights by
           reason of any issue by the Company of stock of any class or
           securities convertible into stock of any class, any subdivision or
           consolidation of shares of

<PAGE>

         stock of any class, the payment of any stock dividend or any other
         increase or decrease in the number of shares of stock of any class.

 7.2     Reorganization: Committee discretions. In the event that the Company is
         -------------------------------------
         a party to a merger, takeover or other reorganization or the Committee
         considers this is about to occur, the Committee shall, subject to
         Sections 7.3 and 7.4, be entitled (without the Participant's consent
         unless the Committee otherwise requires) at its discretion and not
         withstanding anything herein contained (except the proviso below):

         -      to request Participants to exercise outstanding Options in
                relation to the whole or a specified portion of the Shares to
                which such Options relate and within such time or times and
                subject to any other conditions or limitations as the Committee
                may at its discretion determine; if a Participant does not
                comply with the aforementioned request such Options shall lapse
                at the expiry of the time specified for exercise by the
                Committee.

         -      to agree that outstanding Options will be assumed or substituted
                by the surviving company or its parent (or the acquiring company
                or its parent where a takeover occurs),

         -      to arrange for the continuation by the

<PAGE>

                Company of outstanding Options (if the Company is a surviving
                company or an acquiring company in a takeover),

         -      to make payment of a cash settlement to Participants equal, per
                Share, to the difference between the amount to be paid for one
                Share under the agreement of merger or takeover terms and the
                Exercise Price per Share,

         -      to agree to accelerate the exercisability of such outstanding
                Options followed by the cancellation of Options not exercised,

         -      to otherwise vary the exercise of outstanding Options on such
                conditions as the Committee may decide

         PROVIDED ALWAYS that if the Company and the other party to the
         transaction constituting the merger, takeover or other re-organization
         intend that such transaction is to be treated as a "pooling of
         interests" for financial reporting purposes, and if such transaction in
         fact is so treated, this Clause 7.2 shall not apply to the extent that
         the combining entities independent public accountants determine in good
         faith that the operation of the relevant discretion given to the
         Committee aforesaid would preclude the use of "pooling of interests"
         accounting. In that event clause 7.3 or 7.4 shall apply, as applicable.

<PAGE>

7.3        Reorganization - In the event that the Company is a party to a
           --------------
           merger, takeover or other reorganization and that the Company and the
           other party to the aforesaid transaction intend it to be treated as a
           "pooling of interests" for financial reporting purposes, outstanding
           Options shall be subject to the agreement of merger or reorganization
           or the agreed terms of the takeover. Provided that should the
           agreement or such terms not provide that outstanding Options shall be
           assumed by the surviving or acquiring Company or its parent, or that
           equivalent options will be substituted by the surviving or acquiring
           company, the exercisability and vesting of such outstanding Options
           shall be fully accelerated and shall be followed by the cancellation
           of Options not exercised. Any cancellation by the Committee shall not
           occur earlier than 30 days after such acceleration is effective and
           participants have been notified of such acceleration.

7.4        Offer for Shares where there are no agreed terms - Notwithstanding
           ------------------------------------------------
           the provisions of Clause 7.3, in the event that the Company is the
           subject of an offer for its securities which is not recommended by
           the Board to the Company's shareholders or otherwise agreed to by the
           Board, the exercisability and vesting of outstanding Options shall be
           fully accelerated. Participants may exercise outstanding Options
           within the period of 90

<PAGE>

        days following the date upon which the offer becomes unconditional in
        all respects. The Committee shall cancel Options not exercised within
        the aforesaid period.

8       LIMITATION ON RIGHTS
        --------------------

8.1     Retention Rights. Neither the Scheme nor any Option granted under the
        ----------------
        Scheme shall be deemed to give any individual a right to remain an
        employee or director of the Company or a Subsidiary. The Company or
        its Subsidiaries reserve the right to terminate the service of any
        employee or director at any time, with or without cause, subject to
        applicable laws, the Company's Memorandum and Articles of Association
        and a written employment agreement (if any).

8.2     Shareholders Rights. A Participant shall have no dividend rights,
        -------------------
        voting rights or other rights as a shareholder with respect to any
        Shares covered by his or her Award prior to filing the proper Notice
        of Exercise and tendering the exercise price for such Shares. No
        adjustment shall be made for cash dividends or other rights for which
        the record date is prior to the date when such Notice of Exercise and
        tender of exercise price is given, except as expressly provided in
        Clause 7.1.

8.3     Regulatory Requirements.  Any other provision of the Scheme
        -----------------------
        notwithstanding, the obligation

<PAGE>

           of the Company to issue Shares under the Scheme shall be subject to
           all applicable laws, rules and regulations and such approval by any
           regulatory body as may be required. The Company reserves the right to
           restrict, in whole or in part, the delivery of Shares pursuant to any
           Award prior to the satisfaction of all legal requirements relating to
           the issuance of such Shares, to their registration, qualification or
           listing or to an exemption from registration, qualification or
           listing.

9          WITHHOLDING TAXES
           -----------------

If withholding tax obligations arise under local, US State, federal, or other
foreign law in connection with any transaction under the Scheme, then the
Participant, beneficiary or other person who is subject to such obligations
shall make arrangements satisfactory to the Company to meet such obligations.
The Company shall not be required to issue any Shares or make any cash payment
under the Scheme until such obligations are satisfied.

10         FUTURE OF THE SCHEME
           --------------------

10.1       Term of the Scheme. the Scheme, as set forth herein, shall become
           ------------------
           effective as of 28th May, 1997. The Scheme shall terminate on 27th
           May, 2007 unless it has previously been terminated under Section
           10.2.

10.2       Amendment or Termination.
           ------------------------

<PAGE>

           (A)    the Board may, at any time and for any reason, amend or
                  terminate the Scheme. An amendment of the Scheme shall be
                  subject to the approval of the Company's shareholders if it
                  increases the number of Shares over which Options may be
                  awarded under Clause 3.1 or extends the term of the Scheme
                  (provided that no amendment pursuant to Clause 7.1 shall be
                  regarded as requiring shareholder approval). No Awards shall
                  be granted under the Scheme after the termination thereof. The
                  termination of the Scheme, or any amendment thereof, shall not
                  (subject to Clauses 7.2 and 7.3 ) affect any Option previously
                  granted under the Scheme and notwithstanding such termination,
                  the Company shall continue to act, administer and manage the
                  Scheme in accordance with its terms.

           (B)    The Committee may in respect of Key Employees who are or may
                  become primarily liable to taxation outside Ireland on their
                  remunerations amend or alter the provisions of the Scheme and
                  the terms and conditions of Awards as the Committee considers
                  necessary or desirable to take account of relevant overseas
                  taxation or securities laws and the alterations or amendments
                  so made are scheduled to the Scheme.

<PAGE>

11         DEFINITIONS
           -----------

11.1       "Award"  means any award of an Option under the Scheme.
            -----

11.2       "Board" means the Company's Board of Directors, as constituted from
            -----
           time to time.

11.3       "Change in Control" means:
            -----------------

           (a)    The consummation of a merger or consolidation of the Company
                  with or into another entity or any other corporate
                  reorganization, if more than 50% of the combined voting power
                  of the continuing or surviving entity's issued shares or
                  securities outstanding immediately after such merger,
                  consolidation or other reorganization is owned by persons who
                  were not shareholders of the Company immediately prior to such
                  merger, consolidation or other reorganization;

           (b)    The sale, transfer of other disposition of all or
                  substantially all of the Company's assets;

           (c)    A change in the composition of the Board, as a result of which
                  fewer than 50% of the incumbent directors are directors who
                  either (i) had been directors of the Company on the date 24
                  months prior to the date of the event that may constitute a
                  Change in Control (the "original

<PAGE>

                  directors") or (ii) were elected, or nominated for election,
                  to the Board with the affirmative votes of at least a majority
                  of the aggregate of the original directors who were still in
                  office at the time of the election or nomination and the
                  directors whose election or nomination was previously so
                  approved; or

           (d)    Any transaction as a result of which any person is the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of the
                  Company representing at least 50% of the total voting power
                  represented by the Company's then outstanding voting
                  securities (ie issued shares). For purposes of this Subsection
                  (d), the term "person" shall have the same meaning as when
                  used in sections 13(d) and 14(d) of the Exchange Act but shall
                  exclude (i) a trustee or other fiduciary holding shares under
                  an employee benefit plan of the Company or of a Subsidiary
                  (ii) a company owned directly or indirectly by the
                  shareholders of the Company in substantially the same
                  proportions as their ownership of the ordinary shares of the
                  Company and (iii) an employee or director of the Company or
                  any subsidiary at the time of the transaction or immediately
                  prior thereto.

           A transaction shall not constitute a Change in

<PAGE>

                  Control if its sole purpose is to create a holding company
                  that will be owned in substantially the same proportions by
                  the persons who held the Company's issued shares immediately
                  before such transaction.

           11.4   "Code" means the U.S. Internal Revenue Code of 1986, as
                   ----
                  amended.

           11.5   "Committee" means a committee of the Board, as described in
                   ---------
                  Clause 2.

           11.6   "Company" means Trintech Group Limited, an Irish company.
                   -------

           11.7   "Date of Grant" means the date on which an Option is granted
                   -------------
                  under the common seal of the Company under the Scheme.

           11.8   "Exchange Act" means the U.S. Securities Exchange Act of 1934,
                   ------------
                  as amended.

           11.9   "Exercise Price" means the amount for which one Share may be
                   --------------
                  subscribed upon exercise of an Option, as specified in the
                  applicable Share Option Agreement.

           11.10  "ISO" means an incentive stock option described in section
                   ---
                  422(b) of the Code.

           11.11  "Internal Revenue Service" means the U.S. Internal Revenue
                   ------------------------
                  Service.

           11.12  "Key Employee" means (a) a key non-temporary
                   ------------

<PAGE>

           employee of the Company or of a Subsidiary, as determined by the
           Committee, or (b) an executive director holding salaried employment
           or office of the Company or a Subsidiary.

     11.13 "Market Value" means the market price of Shares, determined by the
            ------------
            Committee as follows:


           (A) If Shares were traded on the National Market System of NASDAQ or
               any other securities exchange regulated by the Securities and
               Exchange Commission (or on any other recognised stock exchange on
               which Shares may then be listed or dealt in) on the date in
               question, then the Market Value shall be equal to the higher of
               par and the closing price reported for such date by the
               applicable composite-transactions report or any other comparable
               or equivalent report prepared by the relevant regulatory
               authority governing the securities exchange on which the Shares
               are listed or dealt; and

           (B) If (A) is not applicable or if there are two or more listings,
               then the Market Value shall be determined by the Committee in
               good faith on such basis as it deems appropriate.

           Whenever possible, the determination of Market Value by the Committee
           shall be based on the prices reported in the most recent edition of

<PAGE>

           The Wall Street Journal. Such determination shall be conclusive and
           -----------------------
           binding in all persons.

     11.14 "Nominated Employee" means an employee who shall have been nominated
            ------------------
           for the purpose of the Scheme under Clause 2.2.

     11.15 "NSO" means an employee stock option not described in sections 422 or
            ---
           423 of the Code.


     11.16 "Option" means an ISO or NSO granted under the Scheme and entitling
            ------
           the holder to acquire by subscription Shares.


     11.17 "Participant" means any Nominated Employee who is for the time being
            -----------
           the holder of an Option;


     11.18 "Scheme" means this Trintech Group Limited Share Option 1997 Scheme,
            ------
           as it may be amended from time to time.


     11.19 "Securities and Exchange Commission" means the U.S. Securities and
            ----------------------------------
           Exchange Commission.


     11.20 "Share" means one ordinary share of IR.2p in the capital of the
            -----
           Company and such expression shall if the context admits or requires
           means one such ordinary share as may be represented by one American
           Depositary Share (and may be evidenced by one American Depositary
           Receipt) or otherwise.

     11.21 "Share Option Agreement" means the agreement
            ----------------------

<PAGE>

           between the Company and a Participant which contains the terms,
           conditions and restrictions pertaining to his or her option.

     11.22 "Subsidiary" means a subsidiary undertaking as defined in Regulation
            ----------
           4 of the European Communities (Companies: Group Accounts)
           Regulations, 1992.

     11.23 "US Participant" means any Participant who, at the time the Option is
            --------------
           granted, is a citizen or resident of the United States of America for
           federal income tax purposes.

<PAGE>

                                                             Irish Participants
                                                                  Agreement No:
                                                                 5-Year Vesting

                 TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME

                        Incentive Share Option Agreement
                        --------------------------------

Trintech Group Limited an Irish limited corporation `Trintech', hereby grants an
option to subscribe for Shares as may be represented by American Depositary
Shares and as may be evidenced by American Depositary Receipts to the
Participant named below. The terms and conditions of the option are set forth in
this cover sheet, in the attachment and in the Trintech Group Limited Share
Option 1997 Scheme ("the Scheme").

Date of Option Grant: _______________________________

Name of Participant:  _______________________________

Social Security No. or

other tax identification:___________________________

Number of Shares Covered by Option: ________________

Exercise Price per Share:   $_______________________
(being market value on the day
preceding the date of grant)

Vesting Start Date:__________________________________

           By signing this cover sheet, you agree to all of the terms and
           conditions described in the attachment and in the Scheme.

SIGNED, SEALED AND DELIVERED
by the Participant
in the presence of:                                                       Seal:

Witness   Name: ....................................
-------
          Address:..................................

          ..........................................

          Occupation:...............................

GIVEN under the Common Seal

<PAGE>

of TRINTECH Group LIMITED

                                                                 5-Year Vesting

                 TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME

                             Share Option Agreement
                             ----------------------

Vesting       Your right to exercise this Option vests in monthly increments at
              the rate of 1/36th per month over the three year period starting
              on the second anniversary of the Date of Grant as shown on the
              cover sheet. For example, the percentage of the total number of
              Shares for which this option will be exercisable at the dates
              specified below is as follows:

              Anniversary of Date
              -------------------
              of Grant                      Percentage
              --------                      ----------
              Third                            33-1/3%
              Fourth                           66-2/3%
              Fifth                            100%

              The resulting number of Shares will be rounded up to the nearest
              whole number. No additional Shares vest after your Trintech
              service has terminated for any reason.

Term          Your Option will expire in any event at the close of business at

<PAGE>

                         Trintech headquarters on the day before the 7th
                         anniversary of the Date of Grant, as shown on the cover
                         sheet. (It will expire earlier if your Trintech service
                         terminates, as described below.)

     Regular             If your service as an employee or director of Trintech
     Termination         (or any Subsidiary) terminates for any reason except
                         death (or normal retirement or retirement due to Health
                         Reasons) then your Option (to the extent exercisable)
                         will expire at the close of business at Trintech
                         headquarters on the 30th day (or such later date as the
                         Committee may decide) after your termination date.

                         Trintech determines when your service terminates
                         for this purpose.

     Death               If you die as an employee or director of Trintech (or
                         any Subsidiary), then your Option (to the extent
                         exercisable) will expire at the close of business at
                         Trintech headquarters on the date one year after the
                         date of death. During that one year period, your
                         personal representatives may exercise your option (to
                         the

<PAGE>
                                extent exercisable).

     Normal Retirement          If your service as an employee or Early
                                Retirementdirector of Trintech (or any
                                Subsidiary) terminates because of normal
                                retirement or early retirement due to Health
                                Reasons then your Option (to the extent
                                exercisable) will expire at the close of
                                business at Trintech headquarters on the date
                                one year after your termination date.

     Leaves of Absence          For purposes of this Option, your service does
                                not terminate when you go on sick leave or
                                another bona fide leave of absence if the leave
                                was approved by Trintech in writing. But your
                                service will be treated as terminating 90 days
                                after you went on leave, unless your right to
                                return to active work is guaranteed under law or
                                by a contract. Your service terminates, in any
                                event, when the approved leave ends, unless you
                                immediately return to active work.

                                Trintech determines which leaves count for this
                                purpose.

     Restrictions on            Trintech will not permit you to
     Exercise                   exercise this Option if the

<PAGE>

                                exercise and/or issuance of Shares at that time
                                would violate any applicable law or regulation.

     Notice of                  When you wish to exercise this Option you must
     Exercise                   notify Trintech by filing the proper "Notice of
                                form at the address given on the form. Your
                                notice must specify how many Shares you wish to
                                purchase. Your notice must also specify how your
                                Shares should be registered (in your name only
                                or in your and your spouse's joint names). The
                                notice will be effective when it is received by
                                Trintech.

                                If someone else wants to exercise this Option
                                after your death, that person must prove to
                                Trintech's satisfaction that he or she is
                                entitled to do so.

     Form of Payment            When you submit your Notice of Exercise, you
                                must include payment of the Exercise Price for
                                the Shares you are purchasing. Payment may be
                                made in one (or a combination of both) of the
                                following forms:

                                .  Your personal cheque, a cashier's cheque
                                   or a money

<PAGE>

                                            order.

                                .           If Trintech then so permits, by
                                            irrevocable directions to a
                                            securities broker approved by
                                            Trintech to sell your Option Shares
                                            and to deliver all or a portion of
                                            the sale proceeds to Trintech in
                                            payment of the Exercise Price. (The
                                            balance of the sale proceeds, if
                                            any, will be delivered to you.) The
                                            directions must be given by signing
                                            a special "Notice of Exercise" form
                                            provided by Trintech.

               Withholding Taxes            You will not be allowed to exercise
                                            this Option unless you make
                                            acceptable arrangements to pay any
                                            withholding taxes that may be due as
                                            a result of the Option exercise.

               Restrictions on Resale       By signing this Agreement, you agree
                                            not to sell any Option Shares at a
                                            time when applicable laws or
                                            Trintech policies prohibit a sale.
                                            This restriction will apply as long
                                            as you

<PAGE>

                                            are an employee or director of
                                            Trintech (or a Subsidiary).

               Transfer of Option           Prior to your death, only you may
                                            exercise this Option (to the extent
                                            exercisable). You cannot transfer or
                                            assign this Option (to the extent
                                            exercisable). For instance, you may
                                            not sell this Option or use it as
                                            security for a loan. You may,
                                            however, dispose of this Option in
                                            your will.

                                            Regardless of any marital property
                                            settlement agreement, Trintech is
                                            not obligated to honour a Notice of
                                            Exercise from your former spouse,
                                            nor is Trintech obligated to
                                            recognise your former spouse's
                                            interest in your Option in any other
                                            way.

               Retention Rights             Your Option or this Agreement do not
                                            give you the right to be retained
                                            by Trintech (or any Subsidiaries) in
                                            any capacity.

<PAGE>

             Shareholder Rights   You, or your estate or heirs, have no rights
                                  as a shareholder of Trintech until a proper
                                  Notice of Exercise has been filed with
                                  Trintech and the exercise price has been
                                  tendered. No adjustments are made for
                                  dividends or other rights if the applicable
                                  record date occurs before a proper Notice of
                                  Exercise has been filed with Trintech and the
                                  exercise price has been tendered, except as
                                  described in the Scheme.

             Adjustments          In the event of a stock split, a stock
                                  dividend or a similar change in Trintech
                                  Shares, the number of Shares covered by this
                                  Option and the exercise price per share may be
                                  adjusted pursuant to the Scheme. In the event
                                  where Trintech is taken over or is a party to
                                  a merger, this Option will be handled in
                                  accordance with the Scheme.

<PAGE>

               Applicable law              This Agreement and the Trintech Group
               and Jurisdiction            Limited Share Option 1997  Scheme (as
                                           the same may be amended from time to
                                           time) will be governed by and
                                           construed in accordance with the laws
                                           of Ireland and you agree to submit to
                                           the non-exclusive jurisdiction of the
                                           Irish courts in connection with any
                                           disputes which may arise out of or in
                                           connection with this Agreement or the
                                           Trintech Group Limited Share Option
                                           1997 Scheme.

                 The Scheme and other      The text of the Trintech Group
                 Agreements                Limited Share Option 1997 Scheme is
                                           incorporated in this Agreement by
                                           reference.

                                           This Agreement and the Scheme
                                           constitute the entire understanding
                                           between you and Trintech regarding
                                           this Option and any other options, or
                                           understandings agreements relating to
                                           options over Shares except under the
                                           Trintech Group Limited

<PAGE>

                                           Executive Share Option Scheme or
                                           under this Scheme. Any prior
                                           agreements, commitments or
                                           negotiations concerning this Option
                                           are superseded.

By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Scheme.

<PAGE>

                                                               Agreement No:
                                                               (US Participants)
                                                               5-Year Vesting

                 TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME

                             Share Option Agreement
                             ----------------------

Trintech Group Limited an Irish limited corporation `Trintech', hereby grants an
option to subscribe Shares as represented by American Depositary Shares and as
evidenced by American Depositary Receipts to the Participant named below. The
terms and conditions of the Option are set forth in this cover sheet, in the
attachment and in the Trintech Group Limited Share Option 1997 Scheme (the
"Scheme").

Date of Option Grant: ______________________________

Name of Participant:  ______________________________

Social Security No. or
other tax identification:___________________________

Number of Shares Covered by Option: ________________

Type of Option:   Non-statutory

Exercise Price per Share:   $_______________________
(being market value on the day
preceding the Date of Grant)

Vesting Start Date: ________________________________

           By signing this cover sheet, you agree to all of the terms and
           conditions described in the attachment and in the Scheme.

SIGNED, SEALED AND DELIVERED
by the Participant
in the presence of:                           Seal:

Witness       Name:..................................
-------

              Address:...............................

              .......................................

              Occupation:............................

GIVEN under the Common Seal

<PAGE>

of TRINTECH Group LIMITED

                                                                  5-Year Vesting
                                                                  --------------

                 TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME

                      Non-Statutory Share Option Agreement
                      ------------------------------------

     Non-Statutory     This Option is not intended to be incentive stock option
     Share Option      under section 422 of the Internal Revenue code.

     Vesting           Your right to exercise this Option vests in monthly
                       increments at the rate of 1/60th per month over the
                       five year period starting on the Vesting Start Date, as
                       shown on the cover sheet. For example, the percentage of
                       the total number of Shares for which this option will be
                       exercisable at the dates specified below is as follows:
                       Anniversary of Vesting
                       ----------------------
                       Start Date                   Percentage
                       ----------                   ----------
                       First                               20%
                       Second                              40%
                       Third                               60%
                       Fourth                              80%
                       Fifth                              100%

                       The resulting number of Shares will be rounded up to
                       the nearest whole number. No additional Shares vest
                       after your Trintech service has terminated for any
                       reason.

     Term              Your Option will expire in any event

<PAGE>

                         at the close of business at Trintech headquarters on
                         the day before the 7th anniversary of the Date of
                         Grant, as shown on the cover sheet. (It will expire
                         earlier if your Trintech service terminates, as
                         described below.)

Regular                  If your service as an employee or director of Trintech
Termination              (or any Subsidiary) terminates for any reason except
                         death (or normal retirement or retirement due to Health
                         Reasons) then your Option (to the extent exercisable)
                         will expire at the close of business at Trintech
                         headquarters on the 30th day (or such later date as the
                         Committee may decide) after your termination date.

                         Trintech determines when your service terminates for
                         this purpose.

Death                    If you die as an employee or director of Trintech (or
                         any Subsidiary), then your Option (to the extent
                         exercisable) will expire at the close of business at
                         Trintech headquarters on the date one year after the
                         date of death. During that one year period, your
                         personal representatives may exercise your option (to
                         the extent exercisable).

<PAGE>

Normal Retirement        If your service as an employee or Early Retirement
                         director of Trintech (or any Subsidiary) terminates
                         because of normal retirement or early retirement due to
                         Health Reasons then your Option (to the extent
                         exercisable) will expire at the close of business at
                         Trintech headquarters on the date one year after your
                         termination date.

Leaves of Absence        For purposes of this Option, your service does not
                         terminate when you go on sick leave or another bona
                         fide leave of absence if the leave was approved by
                         Trintech in writing. But your service will be treated
                         as terminating 90 days after you went on leave, unless
                         your right to return to active work is guaranteed under
                         law or by a contract. Your service terminates, in any
                         event, when the approved leave ends, unless you
                         immediately return to active work.

                         Trintech determines which leaves count for this
                         purpose.

Restrictions on          Trintech will not permit you to exercise this Option if
Exercise                 the exercise and/or issuance of Shares at that time
                         would violate any

<PAGE>

                         applicable law or regulation.

Notice of                When you wish to exercise this Option you must notify
Exercise                 Trintech by filing the proper "Notice of Exercise" form
                         at the address given on the form. Your notice must
                         specify how many Shares you wish to purchase. Your
                         notice must also specify how your Shares should be
                         registered (in your name only or in your and your
                         spouse's joint names). The notice will be effective
                         when it is received by Trintech.

                         If someone else wants to exercise this Option after
                         your death, that person must prove to Trintech's
                         satisfaction that he or she is entitled to do so.

Form of Payment          When you submit your Notice of Exercise, you must
                         include payment of the Exercise Price for the Shares
                         you are purchasing. Payment may be made in one (or a
                         combination of both) of the following forms:

                         .    Your personal cheque, a cashier's cheque or a
                              money order.

<PAGE>

                    .    If Trintech then so permits, by irrevocable directions
                         to a securities broker approved by Trintech to sell
                         your Option Shares and to deliver all or a portion of
                         the sale proceeds to Trintech in payment of the
                         Exercise Price. (The balance of the sale proceeds, if
                         any, will be delivered to you.) The directions must be
                         given by signing a special "Notice of Exercise" form
                         provided by Trintech.

Withholding Taxes        You will not be allowed to exercise this Option unless
                         you make acceptable arrangements to pay any withholding
                         taxes that may be due as a result of the Option
                         exercise.

Restrictions on Resale   By signing this Agreement, you agree not to sell any
                         Option Shares at a time when applicable laws or
                         Trintech policies prohibit a sale. This restriction
                         will apply as long as you are an employee or director

<PAGE>

                         of Trintech (or a Subsidiary).


Transfer of Option       Prior to your death, only you may exercise this Option
                         (to the extent exercisable). You cannot transfer or
                         assign this Option (to the extent exercisable). For
                         instance, you may not sell this Option or use it as
                         security for a loan. You may, however, dispose of this
                         Option in your will.

                         Regardless of any marital property settlement
                         agreement, Trintech is not obligated to honour a Notice
                         of Exercise from your former spouse, nor is Trintech
                         obligated to recognise your former spouse's interest in
                         your Option in any other way.

Retention Rights         Your Option or this Agreement do not give you the right
                         to be retained by Trintech (or any Subsidiaries) in any
                         capacity.

<PAGE>

Shareholder Rights       You, or your estate or heirs, have no rights as a
                         shareholder of Trintech until a proper Notice of
                         Exercise has been filed with Trintech and the exercise
                         price has been tendered. No adjustments are made for
                         dividends or other rights if the applicable record date
                         occurs before a proper Notice of Exercise has been
                         filed with Trintech and the exercise price has been
                         tendered, except as described in the Scheme.

Adjustments              In the event of a stock split, a stock dividend or a
                         similar change in Trintech Shares, the number of Shares
                         covered by this Option and the exercise price per share
                         may be adjusted pursuant to the Scheme. In the event
                         where Trintech is taken over or is a party to a merger,
                         this Option will be handled in accordance with the
                         Scheme.

<PAGE>

Applicable law           This Agreement and the Trintech Group Limited Share
and Jurisdiction         Option 1997 Scheme (as the same may be amended
                         from time to time) will be governed by and construed in
                         accordance with the laws of Ireland and you agree to
                         submit to the non-exclusive jurisdiction of the Irish
                         courts in connection with any disputes which may arise
                         out of or in connection with this Agreement or the
                         Trintech Group Limited Share Option 1997 Scheme.

The Scheme and other     The text of the Trintech Group Share Option 1997 Scheme
Agreements               is incorporated in this Agreement by reference.

                         This Agreement and the Scheme constitute the entire
                         understanding between you and Trintech regarding this
                         Option and any other options, or understandings
                         agreements relating to options over Shares except under
                         the Trintech Group Limited

<PAGE>

                         Executive Share Option Scheme or under this Scheme. Any
                         prior agreements, commitments or negotiations
                         concerning this Option are superseded.

By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Scheme.

<PAGE>

                                                                   Agreement No:
                                                               (US Participants)
                                                                  5-Year Vesting

                 TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME

                        Incentive Share Option Agreement
                        --------------------------------

Trintech Group Limited an Irish limited corporation `Trintech', hereby grants an
option to subscribe for Shares as may be represented by American Depositary
Shares and as may be evidenced by American Depositary Receipts to the
Participant named below. The terms and conditions of the option are set forth in
this cover sheet, in the attachment and in the Trintech Group Limited Share
Option 1997 Scheme ("the Scheme").

Date of Option Grant:    ___________________________

Name of Participant:     ___________________________

Social Security No. or
other tax identification:___________________________

Number of Shares Covered by Option: ________________

Type of Option: Incentive Share Option _____________

Exercise Price per Share:   $_______________________
(being market value on the day
preceding the date of grant)

Vesting Start Date:________________________________

     By signing this cover sheet, you agree to all of the terms and conditions
     described in the attachment and in the Scheme.

SIGNED, SEALED AND DELIVERED
by the Participant
in the presence of:                                                        Seal:

Witness    Name: ............................................................
-------

           Address: .........................................................

           .....................................................................

           Occupation:..........................................................

<PAGE>

GIVEN under the Common Seal

of TRINTECH Group LIMITED

                                                                   Agreement No:
                                (US Participants (except Officers or Directors))

                                                                  5-Year Vesting

                                 TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME

                                             Incentive Share Option Agreement
                                             --------------------------------

Incentive Share          This Option is intended to be an incentive stock option
Option                   under section 422 of the Internal Revenue code and will
                         be interpreted accordingly.

Vesting                  Your right to exercise this Option vests in monthly
                         increments at the rate of 1/60th per month over the
                         five year period starting on the Vesting Start Date, as
                         shown on the cover sheet. For example, the percentage
                         of the total number of Shares for which this option
                         will be exercisable at the dates specified below is as
                         follows:
                         Anniversary of Vesting
                         ----------------------
                         Start Date                    Percentage
                         ----------                    ----------

                         First                          20%
                         Second                         40%
                         Third                          60%
                         Fourth                         80%
                         Fifth                         100%

                         The resulting number of Shares

<PAGE>

                         will be rounded up to the nearest whole number. No
                         additional Shares vest after your Trintech service has
                         terminated for any reason.

Term                     Your Option will expire in any event at the close of
                         business at Trintech headquarters on the day before the
                         7th anniversary of the Date of Grant, as shown on the
                         cover sheet. (It will expire earlier if your Trintech
                         service terminates, as described below.)

Regular                  If your service as an employee or director of Trintech
Termination              (or any Subsidiary) terminates for any reason except
                         death (or normal retirement or retirement due to Health
                         Reasons) then your Option (to the extent exercisable)
                         will expire at the close of business at Trintech
                         headquarters on the 30th day (or such later date as the
                         Committee may decide) after your termination date.

                         Trintech determines when your service terminates for
                         this purpose.

Death                    If you die as an employee or director of Trintech (or
                         any Subsidiary), then your Option (to the extent
                         exercisable) will

<PAGE>

                         expire at the close of business at Trintech
                         headquarters on the date one year after the date of
                         death. During that one year period, your personal
                         representatives may exercise your option (to the extent
                         exercisable).

Normal Retirement        If your service as an employee or Early
                         Retirementdirector of Trintech (or any Subsidiary)
                         terminates because of normal retirement or early
                         retirement due to Health Reasons then your Option (to
                         the extent exercisable) will expire at the close of
                         business at Trintech headquarters on the date one year
                         after your termination date.

Leaves of Absence        For purposes of this Option, your service does not
                         terminate when you go on sick leave or another bona
                         fide leave of absence if the leave was approved by
                         Trintech in writing. But your service will be treated
                         as terminating 90 days after you went on leave, unless
                         your right to return to active work is guaranteed under
                         law or by a contract. Your service terminates, in any
                         event, when the approved leave ends, unless you
                         immediately return to active work.

<PAGE>

                         Trintech determines which leaves count for this
                         purpose.

Restrictions on          Trintech will not permit you to exercise this Option if
Exercise                 the exercise and/or issuance of Shares at that time
                         would violate any applicable law or regulation.


Notice of                When you wish to exercise this Option you must notify
Exercise                 Trintech by filing the proper "Notice of Exercise" form
                         at the address given on the form. Your notice must
                         specify how many Shares you wish to purchase. Your
                         notice must also specify how your Shares should be
                         registered (in your name only or in your and your
                         spouse's joint names). The notice will be effective
                         when it is received by Trintech.

                         If someone else wants to exercise this Option after
                         your death, that person must prove to Trintech's
                         satisfaction that he or she is entitled to do so.

Form of Payment          When you submit your Notice of Exercise, you must
                         include payment of the Exercise Price for the Shares
                         you are purchasing. Payment may be made in one (or a

<PAGE>

                         combination of both) of the following forms:

                         .    Your personal cheque, a cashier's cheque or a
                              money order.

                         .    If Trintech then so permits, by irrevocable
                              directions to a securities broker approved by
                              Trintech to sell your Option Shares and to deliver
                              all or a portion of the sale proceeds to Trintech
                              in payment of the Exercise Price. (The balance of
                              the sale proceeds, if any, will be delivered to
                              you.) The directions must be given by signing a
                              special "Notice of Exercise" form provided by
                              Trintech.

Withholding Taxes        You will not be allowed to exercise this Option unless
                         you make acceptable arrangements to pay any withholding
                         taxes that may be due as a result of the Option
                         exercise.

Restrictions on Resale   By signing this Agreement, you agree not to sell any
                         Option Shares at a time

<PAGE>

                         when applicable laws or Trintech policies prohibit a
                         sale. This restriction will apply as long as you are an
                         employee or director of Trintech (or a Subsidiary).

Transfer of Option       Prior to your death, only you may exercise this Option
                         (to the extent exercisable). You cannot transfer or
                         assign this Option (to the extent exercisable). For
                         instance, you may not sell this Option or use it as
                         security for a loan. You may, however, dispose of this
                         Option in your will.

                         Regardless of any marital property settlement
                         agreement, Trintech is not obligated to honour a Notice
                         of Exercise from your former spouse, nor is Trintech
                         obligated to recognise your former spouse's interest in
                         your Option in any other way.

Retention Rights         Your Option or this Agreement do not give you the right
                         to be retained by

<PAGE>

                         Trintech (or any Subsidiaries) in any capacity.

Shareholder Rights       You, or your estate or heirs, have no rights as a
                         shareholder of Trintech until a proper Notice of
                         Exercise has been filed with Trintech and the exercise
                         price has been tendered. No adjustments are made for
                         dividends or other rights if the applicable record date
                         occurs before a proper Notice of Exercise has been
                         filed with Trintech and the exercise price has been
                         tendered, except as described in the Scheme.

Adjustments              In the event of a stock split, a stock dividend or a
                         similar change in Trintech Shares, the number of Shares
                         covered by this Option and the exercise price per share
                         may be adjusted pursuant to the Scheme. In the event
                         where Trintech is taken over or is a party to a merger,
                         this Option will be handled in accordance with the

<PAGE>

                         Scheme.

Applicable law           This Agreement and the Trintech Group Limited Share
and Jurisdiction         Option 1997 Scheme (as the same may be amended from
                         time to time) will be governed by and construed in
                         accordance with the laws of Ireland and you agree to
                         submit to the non-exclusive jurisdiction of the Irish
                         courts in connection with any disputes which may arise
                         out of or in connection with this Agreement or the
                         Trintech Group Limited Share Option 1997 Scheme.

The Scheme and other     The text of the Trintech Group Share Option 1997 Scheme
Agreements               is incorporated in this Agreement by reference.

                         This Agreement and the Scheme constitute the entire
                         understanding between you and Trintech regarding this
                         Option and any other options, or understandings
                         agreements relating to options over Shares except under
                         the

<PAGE>

                         Trintech Group Limited Executive Share Option Scheme or
                         under this Scheme. Any prior agreements, commitments or
                         negotiations concerning this Option are superseded.

By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Scheme.